The Wisconsin Foreign Business Corporation – Certificate of Authority Application | Form DFI Corp 21 is a mandatory document which must be submitted to the Wisconsin Department of Financial Institutions. This application will require some basic but specific information, such as the Name of the applying foreign corporation, the Identities of the Directors serving this corporation, and the amount of Gross Business conducted for the year.

The Wisconsin Foreign Business Corporation – Certificate of Authority Application | Form DFI Corp 21 will need to be submitted with a Certificate of Status that is less than sixty days old, in relation to the Filing Date. In some states, the Certificate of Status is referred to as the Certificate of Existence or Certificate of Good Standing. Regardless, this must be an original document issued by the governing body of the filing entity’s home state. The Filing Fee will also need to be submitted. This will have to be calculated based on the filing entities stocks. There will be a supplemental included with these articles in case the filing entity has operated without a Certificate of Authority. If so, you must complete the Supplemental. The calculation from this will include the Filing Fee of this application. All checks must be made payable to “Department of Financial Institutions.”

How To File

Step 1 - Select the “Download Form” link above then save the file to your computer. You may enter the information on screen with an appropriate program such as a PDF editor or a browser with form capabilities. If desired, you may also print this form then fill it out.

Step 2 - Enter the Full True Name of the foreign corporation as it appears on the Certificate of Good Standing being submitted with this application in the space provided in Item 1A. This must be precisely as it appears including all nuances of capitalization or punctuation.

Step 3 - In Item 2 document the State or Country where the applying corporation is incorporated on the blank space provided.

Step 4 - Enter the Date this corporation Incorporated in its parent state in Item 3.

Step 5 - If this corporation operates with no set Termination Date then check the first check box labeled “Yes” in Item 4. If this corporation does have a set Termination Date then select the checkbox labeled “No.” If you have selected “No,” then use the blank space provided to report the Total Number of Years from the Filing Date this corporation will expires.

Step 6 - Enter the Full Name of the Wisconsin Registered Agent the filing corporation has obtained to receive Service of Process documents in Item 5.

Step 7 - Item 6 shall require the Physical Location of the Registered Office to be documented in the spaces provided. This section may not contain a PO Box and must contain the actual Building Number, Street, Suite Number, City, State, and Zip Code where the Wisconsin Registered Agent may be found.

Step 8 -Report the Address the filing entity’s Principal Office is located in item 7.

Step 9 - Indicate if the filing entity has conducted any business in the State of Wisconsin without a Certificate of Authority in Item 8. If not then mark the check box labeled “No.” If so, then mark the check box labeled “Yes,” and complete the Supplement which shall determine the Penalty Fee and the Filing Fee. The sum of which must be paid.

Step 10 - Item 9 will contain a table so that you may report the Full Name and Complete Business Address of the CEO, President, Vice President, Secretary, and Treasurer. Enter the Name of an Officer in the first column then enter the Complete Address of that Officer in the second column.

Step 11 - Item 10 will also contain a table. Here, you may report the Directors of this corporation, if there are any. The first row is reserved for the Chairman and there will be enough room to report three more Directors. Enter the Director’s Name in the first column then, in the second column, enter the Complete Address of that party.

Step 12 -Item 11 shall have a table that concerns itself with the Total Number of Shares this corporation has been authorized to issue. Report each Class, Each Series, the Total Number of Shares the corporation has been authorized to issue, the Total Number of Shares the corporation has issued, an the Par Value of each Share. If there is no Par Value, then include a statement saying as much.

Step 13 - Item 12 shall require some financial information regarding the corporation operating in Wisconsin. In Item 12A(1), report the Estimated Gross Business Assets for the coming Fiscal year. Then, in Item 12A(2), report the Total Assets of the Filing Entity for the Fiscal year. In Item 12A(3), add Item 12A(1) to Item 12A(2), enter the Plus Total Assets. Total these figures in Item 12A(3). In Item 12A(4), report the Total Estimated Gross Business the filing entity expects for the coming fiscal year in Wisconsin. Then, in Item 12A(5), report the Total Assets the filing entity claims in Wisconsin. Report the sum of Item 12A(4) and Item 12A(5) on the blank line in Item 12A(6). The next step will be to divide Item 12A(6) by Item 12A(3) then report the result in Item 12A(7). Report the Par Value of the issued shares in Item 12A(8) then enter the value of no Par Value shares in Item 12A(9). In Item 12A(10) report the sum of Item 12A(8) and 12A(9). Finally in Item 12A(11), report the product of Item 12A(10) and Item 12A(7) on the blank line.

Step 14 - In Item 12B(1), report the value of issued shares of Par Value stock (computed at PAR). Then in Item 12B(2), report the paid in capital (to issued shares) in excess of Par. Report the total sum of Item 12B(1) and Item 12B(2) in Item 12B(3).

Step 15 - Enter the value in Item 12A(2) in Item 12C(1). Then, report the deducted liabilities (other than Surplus and capital) in Item 12C(2). Total the sum of Item 12C(1) and Item 12C(2) and report this number in 12C(3). Subtract Item 12A(8) from Item 12C(3) and report this on the blank line in Item 12C(1). In Item 12C(5), enter the remainder of Item 12C(3) from Item Item 12C(4). Then take the reported shares In Item 11, multiply this by $10.00, and report this product in Item 12C(6). In Item 12C(7) report whichever number is higher either Item 12C(5) and 12C(6),

Step 16 - Report the number calculated in Item 12A(11) on the blank line provided in Item 13.

Step 17 - On the second blank line in Item 14, enter a 0, if the Total Value of Authorized Shares is less than $60,000.00. If not, then subtract $60,000.00 from the Total Value of Authorized Shares. Multiply this number by $3.00 and enter the product on the second blank line of Item 14. On the third blank line in Item 14, report the sum of $100.00 plus the figure reported on the second blank line. This will be the Filing Fee.

Step 18 - If you have a Supplement Filing and are submitting an original Certificate of Existence, enter the Filing Fee from the Supplement in the second box of Item 15. For our purposes, assume this corporation has not engaged in business activity in the State of Wisconsin and will not be paying a penalty.

Step 19 - In Item 16, the Signature Party must Print then Sign his or her Name in the spaces provided. Below this, the Signature Party must also report his/her Signature and his/her capacity with the filing entity.

Step 20 - Gather all the documents that must accompany the Wisconsin Foreign Business Corporation – Certificate of Authority Application | Form DFI Corp 21, including the Certificate of Status issued by the filing entity’s home state within sixty days of the Signature Date, and a check for the Filing Fee determined in Item 14 (payable to Department Financial Institutions) and submit this package to the Wisconsin Department of Financial Institutions. Keep in mind if you would like this document expedited, you must check the box in the top right corner of page 1 and add $25.00 to the Filing Fee.